Constitution and Bylaws of the Chesapeake Colorectal Society Ratified 1995 by officers: President Bruce A. Orkin President-elect William R. Timmerman Secretary/Treasurer Donald B. Colvin Members at Large: Paul J. Kovalcik, Jon Palmintier, Adam Robinson, Robin Ulanow, Jeffrey Wolf, Past-President Lee E. Smith 1
Constitution Article 1 The Society shall be known as the Chesapeake Colorectal Society Article 2 The object of this Society shall be the advancement of the study and treatment of diseases of the colon, rectum, and anal canal. Article 3: Membership Section 1. This Society shall be composed of Senior Fellows, Fellows, Members, Affiliate and Honorary Fellows. Section 2. Qualifications for membership. Membership in his/her County and State Medical Societies, and in the American Medical Association is desirable but not required. a. Fellow: 1) A candidate limiting his/her practice to colon and rectal surgery to be eligible for fellowship shall be a diplomat of the American Board of Colon and Rectal Surgery and/or fellow of the American Board of Colon and Rectal Surgeons and/or a teacher of colon and rectal surgery at a medical school holding professorial rank. 2) Surgeon who has been a member for 5 years limiting his/her practice to colon and rectal surgery, who has contributed regularly to the scientific program of the Society, and who receives the unanimous endorsement of the Executive Council, may be nominated for Fellow even though he/she lacks the qualifications stated in paragraph 1 of the subsection. b. Member: 1) A candidate for membership whose training in colon and rectal surgery is acceptable to the Executive Council, whose main interest is colon and rectal surgery and who holds an appointment in clinic and rectal surgery on the attending staff of the hospital accredited by the Joint Commission of Accreditation of Hospitals. 2) A general surgeon who is a Diplomat of the American Board of Surgery, who is particularly interested in colon and rectal surgery. 3) An Affiliate who has been a member for one year and whose major interest is in colon and rectal surgery may be advanced to Member. 4) Diplomats of the American Board in allied specialties may be nominated for membership by an endorsement of the Executive Council. c. Affiliate: 1) Any physician or a physician in training interested in colon and rectal surgery may be nominated for affiliate status. d. Senior Fellow: Any Fellow of the Society who is passed his/her 65 th birthday is eligible for senior Fellowship upon application to the Executive Council. e. Honorary Fellow: 2
1) The Executive Council may, by unanimous vote, grant Honorary Fellowship to any physician who is contributed significantly to the advancement of colon and rectal surgery or who has gained distinction in some field allied to colon and rectal surgery. 2) Honorary members shall not have the right to vote or hold office in the society, but they may be appointed to serve on committees, other than standing committees, may appear by invitation on the annual scientific programs of the society, and may participate in discussions of scientific papers. Section 3. Election to membership. a. Candidate for fellow, member and affiliate shall submit the official application signed by two fellows and accompanied by two letters of recommendation, which shall be reviewed by the Executive Council. The Executive Council shall submit its nominations to the fellows and members at the annual meeting. Negative votes by 25% of the fellows and members present and voting reject an applicant. b. All candidates nominated by the Executive Council for elevation in the society, shall be voted upon by secret ballot at the Annual Meeting as provided for in subsection (a) of this section. c. Nominations for Honorary Fellow may be proposed to the Executive Council by a Fellow or Senior Fellow. Nominations must be confirmed by unanimous vote of the Executive Council. d. Senior Fellows shall be elected by the Executive Council by unanimous vote. Section 4. Rights and Duties of Membership a. Senior Fellows, Fellows and Members shall have the right to participate in the Annual Meeting and to vote. b. Only Senior Fellows and Fellows may be elected to the positions of President, President-Elect or Secretary/Treasurer. c. All voting members of this Society shall have the right to serve on committees and to serve as Members-at-Large. d. All members, other than Honorary Fellows, shall pay dues as provided for under the Bylaws. Payment of dues by Senior Fellow is optional. Article 4: Officers The officers of this Society shall be President, President-Elect and Secretary/Treasurer. Article 5: Executive Council The Executive Council shall consist of the President, President-Elect, Secretary/Treasurer, the two most recent past Presidents, and five Members-at-Large elected for two-year terms, two to be elected each year. The past Presidents shall serve as Regents. Section 1. Article 6: Election of Officers and Meetings 3
a. The nominations of all officers shall be presented by the Nominating Committee to the Executive Council for its approval at its meeting immediately preceding the Annual Meeting. b. Election at the Annual Meeting shall be by closed ballot. If there is more than one nomination for an office, the candidate having a majority of the total votes cast shall be declared elected. Nothing in this section shall be construed as prohibiting nominations from the floor. c. Vacancies: Vacancies occurring between elections shall be filled by the President with the approval of the Executive Council. A vacancy in the Office of the President shall be filled by the President-elect. Section 2. Term of Office a. The Officers and Executive Council shall assume their duties immediately after their election and shall continue in office two years, or until their successors are duly elected. b. The President shall serve not more than two terms (4 years) successively. Section 3. a. The number of general meetings shall be determined by the Executive Council. b. Special meetings may be called by the President, or upon written request by ten (10) voting members. Article 7. Amendments Amendment to this Constitution may be made, provided that notice a such amendment shall have been circulated to the membership in writing at least 30 days prior to the Annual Meeting, at which the vote is to be taken. A two-thirds vote is required to amend. Article 8. Dissolution On the recommendation the Executive Council, a two-thirds vote of the active membership shall dissolve the Society. In the event of dissolution, all funds remaining after settling all accounts will be donated to the Colorectal Research Foundation of the American Society of Colon and Rectal Surgeons. Article 9: Equal Opportunity No individual shall be kept from full participation in the activity in the Society on the basis of race, color, religion, sex, national origin, age, handicaps, or veteran status. 4
Bylaws Section 1. Duties of the President The President shall preside at all meetings and perform such other duties as ordinarily pertain to that office. He/she shall be ex-officio member of all committees, but shall not vote on any question except in case of a tie. He/she shall appoint all committees and the following Standing Committees when he/she assumes office. a. Program Committee; three members. The Chair will be appointed by the President. b. Nominating Committee; three members. Section 2. Duties of the President-elect In the absence of the President, The President-elect shall serve as President, and shall have such other duties as may be designated by the Executive Council. The President-elect shall be a member of the Executive Council and as such, shall be empowered to vote in the decisions of that body. Section 3. Duties of the Secretary/Treasurer He/she shall attend and keep a record of all regular meetings and all meetings of the Executive Council; issue an agenda at least one week prior to each Executive Council meeting; issue notices of all meetings; conduct the necessary correspondence of the Society; and be the custodian of the seal, books and records of the Society. He/she shall carry out the decisions of the Council. He/she shall collect all monies due the Society and pay all bills for the conduct of the Society s business. He/she shall prepare an annual report which shall show, in detail, the receipts and expenditures of the preceding year; the balance of money on hand, and the existence of any bills or debts outstanding. He/she shall notify the Fellows and Members of all new applications for membership approved by the Executive Council by mail on a list separate from the program of the Annual Business Meeting. Section 4. Duties of the Executive Council It shall meet as often as the interests of the Society shall require. The time and place of its meeting shall be determined by the President. Special meetings may be called by the President, or by any three members of the Executive Council without a meeting, the Council may act upon such proposition by mail; provided, however, that any business conducted by mail in this manner shall require the written approval of a majority of the members of the Executive Council. It shall conduct the affairs of the Society subject to the ratification and approval by a majority of the Fellows and Members at a regular meeting (reference to the election of Honorary Fellows omitted). It shall constitute a Board for the investigation of any charge preferred against any member involving the welfare of the Society. It shall have the sole power to bring such matters before the Society in open meeting, and to recommend suspension or expulsion of any members, subject, however, to section 10 of these Bylaws. It shall act on applications 5
of candidates, decide the eligibility of candidates for all types of membership, and present the names of those approved at the next Annual Meeting of the Fellows and Members. At its meeting immediately preceding the Annual Meeting of the Society, the names of all Members and Affiliates are to be considered for advancements. Five members shall constitute a Quorum. It shall approve or amend the recommendations of the Program Committee. Section 5. Duties of the Program Committee The Program Committee shall be appointed by the President, and one of the three members shall be appointed the Chair by the President. It shall control the arrangements for meetings and select the papers to be read and the order of their presentation. It shall have absolute power to accept or reject papers or discussions for publication. Section 6. Special Committees Special committees shall be appointed by the President as necessity demands, or as authorized by the voting members present at any annual meeting. At least one member of each committee shall be a member of the Executive Council. Section 7. Size and Terms of Committees The size of Committees shall be determined by the President. The term of office shall be until the next annual meeting. Section 8. Pledge of the American College of Surgeons Applicants to voting membership are bound by the pledge of the American College of Surgeons. Section 9. Dues The annual dues shall be set by the Executive Council and payable January first. Dues may be waived in special circumstances by action of the Executive Council. Section 10. Non-payment of Dues Any Fellow, Senior Fellow, Member or Affiliate who is in arrears for more than one year may be dropped from the roll or placed on inactive status. Section 11. Expulsion Charges of unprofessional conduct preferred against a Member shall be subject to investigation by the Executive Council and may be brought before the Fellows and Members of the Society. The member directly concerned shall be notified at least ten days prior to action by the Executive Council as to the charge made and the time and place at which such investigation will be held, in order that he/she may be able to be present and be heard if he/ she so desires. A two-third vote of all Fellows and Members present shall be required for expulsion. Section 12. Attendance Any Fellow, Member or Affiliate who does not attend at least one meeting in any two year period shall be dropped from the roll of membership, unless he/she furnishes satisfactory 6
reasons to the Executive Council. All members present shall sign the Attendance Book. This requirement does not pertain to those members who have attained the age of sixty-five or over. Section 13. Resignations A resignation may be presented and accepted at any meeting of the Executive Council, provided the members resigning is in good standing, and there is no charge of unprofessional or unethical conduct under investigation at the time. Section 14. Publication of Proceedings of the Society A publication of the Scientific Proceedings of the Society shall be under the control of the Program Committee subject to approval by the Executive Council. Section 15. Quorum Twenty percent of the active voting membership shall constitute a quorum for the transaction of business. Section 16. Military Service The Executive Council shall have the power to continue any member in active military service in active membership from year to year without payment of dues. Section 17. Order of Business The order of business for meetings shall be as follows: 1) Calling meeting to order 2) Reading minutes of previous meeting 3) Report of Treasurer 4) Communications 5) Report of Executive Council 6) Report of standing and special committees 7) Unfinished business 8) New business, including action on suggestions of the Executive Council. 9) Election of members 10)Election of Officers 11)Induction of new officers 12)Scientific Session (optional may be held separately) 13)Adjournment Section 18. The rules contained in Roberts Rules of Order, Revised Edition shall govern where they are not inconsistent with the existing Bylaws. Section 19. Amendment of Bylaws These may be suspended, amended or repealed by a two-thirds vote of the membership present at any meeting. 7